Sample Share Purchase And Share Holder Agreement Page 7
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77requirement or other Governmental instruction or any similar form of decision of, or
determination by, or any interpretation, policy or administration, having the force of law
of any of the foregoing, by any authority having jurisdiction over the matter in question,
whether in effect as of the date of this Agreement or thereafter.
“Material and Adverse Effect” or “Materially and Adversely Affect” as used in this
Agreement, shall mean the material adverse effect on:
(a)
the assets, business, properties, liabilities, financial conditions, operations or the
prospects of the Company;
(b)
the ability of the Parties to perform any of the obligations under this Agreement;
(c)
the validity and enforceability of this Agreement or of the rights or remedies of
any of the Parties.
“Parties” means, collectively the Strategic Partner, the Principal(s), the Company, the
Government and any other Person which becomes a party to this Agreement and “Party”
means any one of them;
“Person” includes any individual, sole proprietorship, partnership, unincorporated
association, unincorporated syndicate, unincorporated organisation, trust, company, body
corporate, and a natural person in his capacity as trustee, executor, administrator, or other
legal representative;
"Principals" and “Principal” shall have the meaning ascribed to such terms in the
Preamble of this Agreement and refers to Person or Persons who directly or indirectly
control(s) the Strategic Partner;
“Purchase Price” shall have the meaning ascribed to such term in Clause 2.2 hereof;
“R&W Claim Period” shall have the meaning ascribed to such term in Clause 11.5
hereof;
“Representative” means in relation to a Person, any director, officer, employee, agent,
consultant, advisor, or other representatives, including legal counsel, accountant or
financial advisor, of such Person;
“Shareholders Agreement” shall have the meaning ascribed to such term in Recital F
hereof;
“Strategic Partner” shall have the meaning ascribed to such term in the Preamble hereof;
“Strategic Partner Losses” shall have the meaning ascribed to such term in Clause 11.1
hereof;
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